## Facts

- Peace River, a Canadian cooperative, contracted to sell Proseeds, an Oregon buyer-reseller, Peace River’s total production of specified grass-seed varieties over two years at fixed prices.
- Proseeds was to provide shipping/delivery instructions and pay the contract price; the contracts incorporated NORAMSEED Trade Rules and referenced “charges for collection.”
- After the contracts formed, grass-seed prices fell significantly.
- Proseeds took some deliveries but then failed to provide further shipping instructions and did not take delivery of much of the seed.
- Peace River treated the conduct as a breach, cancelled the contracts as to undelivered seed, and resold the seed to others at lower prices.
- Peace River sought damages for the shortfall between the contract price and the value of performance, plus interest, costs, and attorney fees.
- The trial court found Proseeds in breach, awarded damages using a “lesser-of” approach (limiting Peace River to the smaller of resale damages or market damages), and denied attorney fees.
- The Court of Appeals held Peace River could recover market-price damages despite resale and remanded on whether “charges for collection” included attorney fees.
- The Oregon Supreme Court granted review to address the relationship between UCC resale and market-damages remedies and the fee claim.

## Issues

1. Whether an aggrieved seller who resells goods after the buyer’s breach may recover market-price damages under ORS 72.7080(1) even if that amount exceeds resale damages under ORS 72.7060.
2. Whether the incorporated NORAMSEED “charges for collection” provision authorized an award of attorney fees.

## Decision

- The Oregon Supreme Court held that a seller who has resold the goods may still recover market-price damages under ORS 72.7080(1), even when those damages exceed resale damages under ORS 72.7060.
- The Court rejected the trial court’s “lesser-of” limitation and remanded for recalculation of damages consistent with the market measure.
- The Court held Peace River was not entitled to attorney fees because the contract language did not authorize them and the record did not establish a trade-usage meaning that included attorney fees.
- The Court of Appeals decision was affirmed in part and reversed in part; the circuit court judgment was affirmed in part and reversed in part; the case was remanded.

## Legal Principles

- Under UCC Article 2 as codified in Oregon, the resale remedy (ORS 72.7060) is permissive and does not make resale damages exclusive merely because resale occurred.
- Market-price damages (ORS 72.7080(1)) remain available after resale; the seller is not forced into a lower measure by an election-of-remedies or “lesser-of” rule.
- UCC remedies are administered to place the aggrieved party in as good a position as if the contract had been performed, while preventing double recovery.
- Attorney fees are not recoverable absent clear contractual or statutory authorization; “charges for collection” did not establish a right to attorney fees on this record.

## Conclusion

The court held that an aggrieved seller may choose market-price damages under the UCC even after reselling the goods and even if that measure exceeds resale-based damages, but denied attorney fees because the contract did not clearly provide for them and trade usage was not proven.


Peace River Seed Co-Operative, Ltd. v. Proseeds Marketing, Inc., 355 Or. 44, 322 P.3d 531 (Or. 2014)